UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 44313 / May 17, 2001

ADMINISTRATIVE PROCEEDING
File No. 3-10486

In the Matter of

Carolyn Birch Noonan

Respondent.

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ORDER INSTITUTING PUBLIC ADMINISTRATIVE
AND CEASE-AND-DESIST PROCEEDINGS, MAKING
FINDINGS, AND IMPOSING REMEDIAL SANCTIONS
AND ORDER TO CEASE AND DESIST

I.

The Securities and Exchange Commission ("Commission") deems it appropriate, in the public interest and for the protection of investors that public proceedings be, and hereby are, instituted pursuant to Sections 15(b), 19(h) and 21C of the Securities Exchange Act of 1934 ("Exchange Act") against Carolyn Birch Noonan ("Noonan").

In anticipation of the institution of these proceedings, Noonan has submitted an Offer of Settlement ("Offer") to the Commission, which the Commission has determined to accept. Solely for the purposes of this proceeding and any other proceeding brought by or on behalf of the Commission or in which the Commission is a party, prior to a hearing pursuant to the Commission's Rules of Practice, 17 C.F.R. § 201.100 et seq., and, without admitting or denying the findings contained herein, except those contained in paragraph II.A., and the jurisdiction of the Commission over her and the subject matter of these proceedings, which are admitted, Noonan consents to the issuance of this Order Instituting Public Administrative and Cease-and-Desist Proceedings, Making Findings, and Imposing Remedial Sanctions and Order to Cease and Desist ("Order"), and to the entry of the findings set forth below.

II.

On the basis of this Order and the Offer submitted by Noonan, the Commission finds that:1

A. Noonan, age 45, of Arlington, Texas, was a registered representative of Sunpoint Securities, Inc. ("Sunpoint") from August 1996 through April 1998, and worked in the firm's Fort Worth branch office from August 1996 until November 1997. Birch has been employed in the securities industry since 1994. She holds Series 6, 7, 22, 24 and 63 licenses.

B. During the period from at least August 1996 until November 1997, Noonan willfully aided and abetted, and caused, Sunpoint's violations of Sections 15(b)(7) and 17(a) of the Exchange Act, and Rules 15b7-1 and 17a-3 thereunder, as more fully described below.

From at least August 1996 until November 1997, Noonan signed subscription documents, new account forms and other documents holding herself out as the registered representatives for transactions, when, in fact, another registered representative associated with Sunpoint, who effected or was involved in effecting such transactions, was not registered or approved in accordance with the NASD standards, made the actual sales.

Noonan signed these documents at the request and direction of the senior registered representative and founder of Sunpoint's Fort Worth office for which she worked. However, she knew or reasonably should have known that the registered representative who effected or was involved in effecting such transactions, was not registered or approved in accordance with the NASD standards.

Additionally, as a result of Noonan's conduct described in paragraphs C and D above, Sunpoint failed to make and keep accurate books and records with respect to the purchase or sale of certain securities.

III.

In view of the foregoing, the Commission deems it appropriate, in the public interest and for the protection of investors to impose the sanctions that are set forth in the Offer submitted by Noonan.

Accordingly, IT IS ORDERED that:

A. Noonan be, and is hereby, censured; and

B. C. Noonan, pursuant to Section 21C of the Exchange Act, cease and desist from committing or causing any violation of, and any future violation of Sections 15(b)(7) and 17(a) of the Exchange Act and Rules 15b7-1 and 17a-3 thereunder;